0000905148-23-001648.txt : 20231218
0000905148-23-001648.hdr.sgml : 20231218
20231218210445
ACCESSION NUMBER: 0000905148-23-001648
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231218
DATE AS OF CHANGE: 20231218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 7GC & Co. Holdings LLC
CENTRAL INDEX KEY: 0001826010
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 231495423
BUSINESS ADDRESS:
STREET 1: 188 KING STREET
STREET 2: SUITE 308
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 4156303148
MAIL ADDRESS:
STREET 1: 188 KING STREET
STREET 2: SUITE 308
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Banzai International, Inc.
CENTRAL INDEX KEY: 0001826011
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 435 ERICKSEN AVE
STREET 2: SUITE 308250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
BUSINESS PHONE: 2064141777
MAIL ADDRESS:
STREET 1: 435 ERICKSEN AVE
STREET 2: SUITE 308250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
FORMER COMPANY:
FORMER CONFORMED NAME: 7GC & Co. Holdings Inc.
DATE OF NAME CHANGE: 20200924
4
1
form4.xml
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2023-12-14
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Banzai International, Inc.
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0001826010
7GC & Co. Holdings LLC
C/O 7GC & CO. HOLDINGS LLC
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
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See Remarks
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Class A Common Stock
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Class B Common Stock
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Class A Common Stock
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Class B Common Stock
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Class A Common Stock
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Class B Common Stock
2023-12-14
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Class A Common Stock
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Warrant (Right to Buy)
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Class A Common Stock
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Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)
(Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.
At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Reporting Person to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Reporting Person, the Issuer, and certain unaffiliated third parties in June 2023.
At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.
At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.
These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.
Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Reporting Person and served on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person before the Closing, and Mr. Jack Leeney continues serving on the Board as a representative of the Reporting Person following the Closing. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director of the Issuer by deputization.
/s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC
2023-12-18